A City of Supers
by OfficialUSMWriter
Summary: When Peter Parker woke up in a strange room, in a strange building, with 21 strange other kids, he already figured things were bad. But with their shared amnesia and no recollection of themselves or how they got there, he figured it was just going to get worse from there. But at least that guy he bumped into at the cafe was cute. [SPIDEYPOOL]


Chapter 1: Sincerely, the Rehabilitators :]

When Peter wakes up he's instantly struck with a realization.

He's not in his house.

He knows this because this isn't his room.

This isn't his blanket. These aren't this pajamas. Those aren't his walls. Peter blinked again, staring blurrily at the desk across from him, and slowly sat up. The grey blanket that he'd been snuggled in fell in a small heap on his lap, as he turned his head slowly, observing the bare, grey-painted walls of the room.

There's a picture of the New York skyline hanging on the wall, taken from atop the Empire State Building. He knew that because he was the one who took it. It was one of the best pictures he's ever taken.

He also knew that he hadn't taken it off his camera yet.

A beat passes. Then two. Then three, and Peter lurched out the bed, kicking the blanket off when it knotted around his feet and scrambled across the floor. He paused instantly, running his over the carpet, staring as if he'd just landed in a pile of worms. He didn't have a carpet! He had wood floors! Wood!

He jumped to his feet, skittering toward the wall as he surveyed the rest of the room in a more panicked frenzy. He didn't have a swirly chair! Where did that bookcase come from? That desk is _way_ to nice to belong to a slum like him! That lamp probably cost more than his soul. Oh man, oh man, oh man, what'd he do this time? Who was holding him captive? He scrambled to remember any people he recently pissed off. It could be-

Was it -

Huh, actually, come to think of it, he couldn't think of anyone who would've done this. In fact, he couldn't recall _anyone_ at all. His mind was an empty slate. Any person he tried to bring to mind, cause he _knew_ there were _people_ out there who would do this - he just _knew it -_ was a blank wall. He looked back down at the tussled floor and dug his feet into the soft material, wiggling his toes.

Come to think of it, he wasn't sure why the floor was supposed to be wood. The carpet was nice. It was fluffy and soft, and there was no reason he could recall that made it clear _why_ he was freaking out so much. The carpet felt good.

 _But it's still not right_! A part of him insisted and Peter scowled at the carpet, kicking it softly.

Cautiously, he tip-toed across the floor toward the door on the opposite end of the room. His hand hovered over the doorknob, and a hint of worry twitched in his fingers. What if it was locked?

But when he grasped the knob and twisted, it opened with a pleasant click. Without resistance, it slid open silently and he carefully peaked out.

There was a living room out there. A couch, a chair, a table, a tv - the set up was nice, and beyond that, he could see the makings of a kitchenette. Peter pushed the door open the rest of the way with his index finger and peered farther out. His lips pursed as he timidly stepped out, stretching his senses to pick up on anything out of the ordinary. There were no signs that anyone else was inhabiting the room, and if someone did happen to be close by they were pretty good at concealing it.

The lush carpet of the room ceased at the door and he stepped onto a wood floor. That was a little better, but it still didn't seem right. Was this dark wood? Wasn't it supposed to be lighter? He scowled at it too.

He stopped in the middle of the living room, next to the coffee table, with his arms crossed. Glancing left and right, he rubbed his forearms nervously. Honestly, he was tempted to call out to see if anyone was there with him, but that suggestion was instantly vetoed.

For one, it was really stupid and cliche. And he refused to be a cliche. Second, if someone _was_ in there, he'd prefer they didn't know he was awake. Not yet, anyway.

Peter took a careful step toward the kitchenette, to further his observations, when something else caught his eye through the doorway.

It was an envelope. It was placed upright on the table, leaning against a napkin dispenser, marked with his name in blue ink.

 _Peter Parker_

"Weird," he muttered and rounded the table. Tentatively, he picked up the envelope and flipped it over. The back was thoroughly sealed shut. He weighed it in his hands thoughtfully, before pinching it between his fingers, stubbornly unsatisfied.

Another quick glance around the room didn't give him any answers. The walls were being irritatingly unforthcoming. With a sigh, he tore the edge of the envelope open and slid the folded paper inside, out.

 _Dear P. Parker_ , it read when he spread it out.

 _If you're reading this, it means you just woke up. Congratulations on the first few minutes of you're new life! This all must be very strange right now, but don't worry. You will get answers soon enough. For now, you'll find clothes waiting for you in you're closet. Go ahead and get dressed and meet the rest of you're tenants in the lounge downstairs so you may receive your answers together._

 _You are part of a very special thing. Welcome to a new life where you and your alter ego, Spider-Man, may live together in harmony as the same person._

 _Sincerely, the Rehabilitaers ;]_

Peter stared at the letter for several minutes. Then dropped it back on the table, holding his hand as if he'd been burned.

New life? What new life? What was wrong with his old life? Why couldn't he remember anything? Where was he? He did a 180, feeling the press of panic on his ribs. Who the frick were the Rehabilitators? Why did they sound like the antagonist of an old 90's movie? All he could remember was his name, his alter-ego's name, and he had spider powers. That was it. He could climb walls, he had super strength, spider-sense, and enhanced agility. He was known as Spider-Man. But known by WHO as Spider-Man, he didn't know.

In the living room, a window was spilling a sliver of light. He ran up to it, flinging the curtains to the side. Outside, there was a wide-open courtyard. Grass filled up the space, with stone walkways, small gardens spilling with flowers, benches, and a running fountain in the center. Walls circled the small alcove, boxing it in, and Peter realized that the building was probably the same. It was like a big donut. A big, square donut with several floors and people living inside. He yanked the pane up, leaning outside to look left and right. Similar windows lined the walls. Glancing to the side, he realized he had a balcony connected to his apartment. Was this an apartment? The balcony probably would've been a better option than almost tearing the window out, but his heart was racing to quickly to find the time to worry about that.

He stared down at the walkways and pretty gardens. The fountain was an elegant structure of twisting spires and fish. There was a mermaid spitting water out of her mouth.

"I need to get out of here," he decided and pushed off the window. He tapped on his wrist and froze. "Wait..." Peter grappled his wrist desperately, feeling over the skin on both sides. Where were his webshooters? He usually slept with them on. They don't _ever_ leave him, ever.

But that wasn't the only problem. He felt like there should be something else there. A bracelet. A band. Or a watch, maybe.

His wrists were scarily empty.

Shaking his head, Peter whirled around, spotting his way out on the opposite end of the room. This door wasn't locked either, and when he peaked his head outside, a long hallway stretched on either side of him, lined with doors.

Rubbing the pads of his fingers against his palm, he stepped into the hall and closed the door behind him. He got only a few cautious steps out when a door down the hall burst open.

No, it _literally_ burst open.

A loud crack broke the silence, the door spitting out splinters that flew across the floor, and a figure stumbled out. Peter jumped back, instantly falling into a crouch with his fingers poised over the trigger plate that was _supposed_ to be there.

The newcomer, a boy, looked around wildly. It didn't take him long to spot Peter, but when he did he boxed himself with his clenched hands up by his sides. He was glaring, and Peter didn't doubt that this guy would break him into splinters too.

They stood frozen in the hall. Peter's heart was hammering, adrenaline threatening to spill over at a moments notice. But he stayed put. There was something familiar about this guy. _Really_ familiar. Peter couldn't quite place it. Maybe it was the way he held himself, his stance, the fire in his eyes. Whatever it was, Peter felt as though he knew this guy, and judging by the confused look he was getting in return, Peter figured the guy felt the same way.

Cautiously, the boy softened his stance. He dusted small pieces of wood off his grey pajamas, the same kind Peter wore, regarding him suspiciously. "Who are you?" he asked, with a deep tone that seemed fitting to his build.

A part of Peter didn't want to answer. He didn't have to talk to this stranger; he had no recollection of him at all. But, the guy seemed just as confused as he, and there was definitely something about him that called to Peter. From his warm brown skin, to his army-cut hair, to the bulging muscles of his crossed arms. Oddly enough, Peter felt as though he could trust him.

"Peter," he answered, relaxing his own stance. "My names' Peter Parker."

"I'm Luke Cage. So do you, uh," Luke paused awkwardly, gestured loosely at the hallway, "Do you know what's going on?"

"I don't know, I - I just woke up, actually," Peter said, rubbing his arms. He winced slightly when it went silent again, already feeling awkward, "Not to sound creepy, or anything, but uh, you - you look very familiar. Do I know you?"

Luke looked him up and down, folding his large arms over his chest. "I don't think so. But...well," he looked down, then back up again, "weird thing is, you look kind of familiar too. But I - I'm" he rubbed his head sheepishly, "I'm having a hard time remembering things. It's weird."

"Yeah, same," Peter muttered. He took a few steps down the hall, away from Luke, eyeing the doors identical to the ones they both escaped from. "Do you think there are more people in there?" he asked, nodding toward them.

Luke followed his eyes and shrugged, "Well, I guess there's only one way to find out."

Peter met his gaze and smiled. Who was this guy? His attitude, his very demeanor, the way he cracked his knuckles with a smirk. It was all so familiar it was driving him crazy.

"So, I'll take the ones on the left," Peter said.

"I got the right," Luke agreed.

They split down the hallway, each stopping by a door. Luke looked it over, before glancing back at Peter, scratching his chin thoughtfully. "So, think I should I just bust the door down, or..."

Peter glanced back at Luke's door, which was barely hanging on its hinges, creaking sadly as it swung to and fro. He winced, "Uh, I think just a knock will do, man."

"Aight," Luke shrugged and rapped sharply on the door. Peter did the same.

From the other end, Luke's door instantly flung open and he was tackled to the floor by a grey and brown blur. Peter jumped, _again_ , smacking a hand over his sputtering heart. People needed to stop startling him when he was already so on edge. He was gonna end up punching someone. Before he could rush to Luke's aid against the grey-pajama figure straddling his chest, the door below him clicked open and a boy stepped out.

This one had long, blonde hair, the same grey pajamas, and a fist. A fist that, if Peter was seeing correctly, was glowing gold. Peter stared and the boy stared back, slowly tilting his head to the side.

"You're on the ceiling," he said.

Peter glanced to the side, where his fingers were, in fact, securely fastened to the ceiling. He smiled weakly. "Er...seems I am," he unstuck his fingers, it feeling second nature to him, and jumped down. "Uh, who are you."

The boy stared at him for a few second more, eyebrows knitting above his eyes in a perplexed way, before his stances slowly melted. The glowing light around his fist faded as he regarded Peter with a new, mellow look.

"My name is Daniel Rand," he said, and put a fist to his open palm, bowing his head. "Namaste." He looked back up. "And who are you?"

"Uh, Peter Parker. Namaste, right back atcha I guess,"

"GAH! GET OFF ME!"

Peter looked over at Luke, who was still struggling against the figure on top of him. "Uh, excuse me," Peter said, before launching off the walls and landing next to Luke. "Hey, come on, get off him!"

The girl glared over her shoulder, piercing Peter's soul in one go, as she hissed at him. "Where am I?"

"That's what we're trying to figure out!" Luke said, tapping on the fingers wrapped around his neck. "Would you _PLEASE_ get off!"

The girl thought about it for a second, looking quickly between Luke, Peter, and Daniel - the last who was slowly inching toward them, cautious like they might bite him - and scowled sourly. Still, clamored off him, instantly putting space between her and them.

"Okay," she said slowly, "Who are you people? And where am I? Why - why can't I remember anything?"

"Hey, it's the same for us," Peter said, gesturing between himself and Luke. "We woke up like this, just like you, I assume. And we don't know where we are. I'm Peter, by the way. This," he pointed to Luke, "is Luke. And this is Daniel," he pointed to the other kid.

She followed his gesture but didn't relax. "You guys," she hesitated, looking suddenly anxious, "Why do you guys look so familiar?"

Luke shrugged, rubbing his neck sourly, still looking irritated. "Beats me. Memories aren't exactly working up here either." He tapped his head.

"But we're going to figure this out," Peter insisted. "First, what's your name?"

The girl eyed him closely, before finally relaxing, even if it was just a little. "Ava Ayala,"

"Namaste," Daniel bowed in greeting.

Before Peter could say anything else, another door opened - not far from where Daniel's had been - and boy walked out. He ran a hand through his spiky black hair and he yawned loudly, leisurely scratching his arm and smacking his lips as he blinked sleep from his eyes. Turning around slowly, it took a moment for him to notice the group of kids staring at him from down the hall. But when he did, he frowned at them, eyeing them suspiciously.

" _What?"_ he demanded.

They were struck speechless for a solid minute. Then Daniel cleared his throat, doing his bow-thing to him too. "Namaste. Sorry if we woke you."

"Oh, hey, no problem man. I was awake anyway,"

Peter, Ava, and Luke looked at each other incredulously. Peter sighed, scrubbing a hard hand over his face, but turned to the newcomer. "Uh, hey. For the sake of doubt, do you know what's going on here?"

The boy shook his head, stretching his arms high over his head as he walked toward them. "No. Kind of just woke up in that room. Weird. So, what are you guys doing?"

"Trying to figure out what's going on," Luke said. "Names Luke Cage. How 'bout you?"

"Sam Alexander," the boy answered simply. The cycle of names repeated.

"Okay, I get that we're all kind of, I don't know, new to this I guess? But are not at all concerned about what's happening here?" Peter asked, watching as Sam glanced carelessly around the hall.

The other boy merely shrugged again. "I don't know. I mean, I was kind of freaked out when I woke up, but - I don't know, the bed was warm and the room looked nice. I thought I'd just come out here and see what's going on."

They all stared at him for a long minute. "Okaaaay," Ava said, turning back. "Well, what do we do now?"

"I think we need to figure this out, pronto. But before we get down to business we need to see if there is anyone else here with us," Peter said, looking over their heads to silently count the doors in the hall. "Let's search the halls, Luke, Danny, you guys take the right. Me, Ava, and Sam will take the ones on the left. Be gracious about it. If there are more people here they're probably as confused as we are. Try not to get in any fights."

They all nodded, suddenly serious. "On it!" and split ways into their respected groups. Only to halt only a few feet away, looking back at each other incredulously.

"Wait? Why are we listening to you?" Sam demanded.

Peter held up a finger, expecting an explanation, but it never came. Why _were_ they listening to him? He didn't know these people. He put his finger down and clamped his mouth shut. He didn't even know where that came from. The order kind of just - just _came out_. It was there before he even realized what he was doing.

He floundered helplessly, "I...I - I don't...know..."

Ava rolled her eyes. "Whatever. We'll figure that out later. Come on Buckethead, let's just figure out who's here." She grabbed Sam by the forearm to pull him, stopped, and quickly let go again. "Sorry," she muttered, flustered. "I don't know why I - it just...I don't know where Buckethead came from..."

Peter tapped his chin, musing, "Hmmm, sounds right to me."

"Buckethead - what? Who? What does that even _mean_?"

Luke grinned, patting him on the shoulder. "I don't know, that does seem right."

 _"Whatever_ ," Sam grumbled and stomped down the hall. "Are we doing a wake-up call or not?"

"Bye-bye Buckethead," Peter called after him, and Sam flipped him the bird over his shoulder. He stood grinning there for a few seconds, watching Sam fumingly walk down the hall with Ava, before his grin fell. "Whoa, hey wait! You're my group!" and sprinted after them.

Luke and Daniel watched a little while longer, before shaking their heads and turning down their own hall. "Uh, after you," Luke beckoned when they stopped by the first door. Down the opposite end, they could hear Sam, Ava, and Peter arguing.

Something told them this was how it was going to be from here on out.

 **Tada! Here it is. :] This was SO much fun to write.**

 **Anyway, as much fun as it is, this story will be updated slowly due to my great expanse of stories to update. But as soon as "Only One Left" is completed, it'll be updated more often.**

 **Anywho, whaddya think happened to our heroes? :D**

 **Also, quick note that I'll mention later in the chapters, but going to add her anyway: They are older now. Around 19-21. They just act like children, is all. :P**

 **[Disclaimer: I do not own Ultimate Spider-Man, Avengers Assemble, or any of the characters within. Just the plot :D ]**

 **If you liked, please consider leaving a vote/kudo, or a comment/review. I love reading your thoughts, good or bad :} Hope you liked! 3**

 **-OfficialUSMWriter out!**


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